Accordingly, upon the occurrence and during the continuance of an Event of
Default under the Lease, Guarantor shall forthwith without demand of any kind
pay, and perform all of such Obligations, to and for the benefit of the Guaranty
Beneficiaries, strictly in accordance with



the terms of the Operative Documents. Guarantor further agrees to pay any and
all reasonable out-of-pocket costs and expenses (including reasonable fees and
disbursements of legal counsel) that may be paid or incurred by any Guaranty
Beneficiary in collecting any Obligations or in preserving or enforcing any
rights under this Guaranty or under the Obligations.

3. ABSOLUTE AND CONTINUING GUARANTY

 The obligations of Guarantor under this Guaranty shall be absolute,
continuing, unconditional and irrevocable and this Guaranty shall remain in full
force and effect until such time as all of the Obligations are finally paid and
performed in full. The obligations of Guarantor set forth herein constitute the
full recourse obligations of Guarantor enforceable against it to the full extent
of all its assets and properties, notwithstanding any provision in the Lease or
any other Operative Documents limiting the liability of any Guaranty Beneficiary
or any other Person.

4. STRICT OBSERVANCE